As previously announced, on May4, 2017, certain subsidiaries of Titan Energy, LLC (the “Company”) entered into a purchase and sale agreement with Diversified Energy, LLC (as amended, the “Agreement”) to sell its conventional Appalachia and Marcellus assets for an aggregate of $84.2million. On June30, 2017, the Company completed the sale of a majority of the assets to be sold to the Agreement for cash proceeds of approximately $66.6million. The Company expects to complete the sale of the remainder of the assets for additional cash proceeds of $11.4million by September 2017.

The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Agreement, which is filed as Exhibit 2.1 and Exhibit 2.2 to this Current Report on Form8-K.

Item 2.01

Financial Statements and Exhibits

(b) Pro Forma Financial Information

The unaudited pro forma consolidated balance sheet of the Company as of March31, 2017, and the related pro forma consolidated statements of operations for the three months ended March31, 2017 and the year ended December31, 2016 are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated by reference herein.

(d) Exhibits

Exhibit

Number

Description

2.1

Purchase and Sale Agreement by and among certain subsidiaries of Titan Energy, LLC and Diversified Energy LLC, dated May4, 2017.*

2.2

First Amendment to Purchase and Sale Agreement by and among certain subsidiaries of Titan Energy, LLC and Diversified Energy LLC, dated June30, 2017.*

99.1

Unaudited pro forma financial information.

*

The registrant has omitted certain immaterial schedules and exhibits to this exhibit to the provisions of Regulation S-K, Item 601(b)(2). The registrant will furnish a copy of any of the omitted schedules and exhibits to the Securities and Exchange Commission upon request.

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July7, 2017

TITAN ENERGY, LLC

By:

/s/ Jeffrey M. Slotterback

Name:

Jeffrey M. Slotterback

Title:

Chief Financial Officer

EXHIBIT INDEX

*

The registrant has omitted certain immaterial schedules and exhibits to this exhibit Titan Energy, LLC ExhibitEX-2.1 2 d415022dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 Execution Version PURCHASE AND SALE AGREEMENT by and among Atlas Energy Tennessee,…To view the full exhibit click here

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